Dr. Rüdiger Osten

Commercial and distribution law

International distribution (export and import)

• International supply agreements
• International supply framework agreements
• International agency agreements

National distribution

• Delivery agreements
• Purchase agreements
• Delivery framework agreements
• General Terms of Purchase and Sale
• Warranty regulations
• Guarantee agreements
• Quality assurance agreements
• Inco terms
• Product liability law
• Agency agreements
• Distributor contracts (including distribution cartel law)
• Transport law
• Non-disclosure agreements

Tax law

• Conduction of objection proceedings with regard to all tax types
• Representation in liability proceedings
• Preparation of and support during audits

Corporate law/M&A

Incorporation

• Selection of the legal form (corporate law and tax law)
• Drafting of the partnership agreement, further agreements between the partners
• German stock corporation and private company law (e.g. OHG, KG, GmbH & Co. KG, GmbH, AG, KGaA, eG)
• Trust
• Voting trust, pool and consortium agreements

Life and growth of the company

• Conduction of general meetings and partners' meetings
• Growth financing, corporate finance (borrowed and own capital, cash pool, bank loans, leasing, leasing, factoring, forfaiting, asset-backed securities, mezzanine financing, bonds, bonded loans)
• Participation rights, silent partnerships (typical, atypical)
• Private equity companies
• Subsidiaries (foundation and acquisition, foreign subsidiaries)
• Partnership agreements, affiliation agreements (in particular control and profit and loss transfer agreements)
• Corporate compliance, corporate governance
• Cooperation agreements, joint ventures, join ventures in Germany and abroad
• Takeover of other companies (M&A)

Restructuring

• Transformation law, transformation tax law
• Consolidation, split, restructuring, contribution, merger
• International mergers and control agreements
• National and international holding structures
• Support during company reorganization

Purchase and sale of companies (M&A)

• Preparation of the purchase of a company (tax optimization, bundling of the assets to be sold, separation of assets, sales brochure)
• Determination of the type of sales process (e.g. auction, sale to competitors)
• Transaction structure (in particular asset or share deal, tax aspects)
• Transaction management
• Agreements prior to due diligence (e.g. non-disclosure agreement, letter of intent)
• Preparation and execution of and support during due diligence (including installation of a(n) (electronic) data room)
• Negotiations
• Drafting of the company purchase agreement
• Distressed M&A, acquisition from the insolvency administrator
• Purchase of a foreign company
• Purchase by a foreign purchaser

Corporate tax law

• Company related corporate and income tax law
• Inheritance and gift tax law
• Conversion tax law